The present proposal describes three experiments that are designed to investigate age-related deficits in recall due to semantic processing differences between younger and older adults. Each of the three experiments will contain three types of subject: young healthy adults (18-33 years of age), older healthy adults (60-75 years of age), and older adults with indications of cardiovascular disease (60-75 years of age). The first two experiments make use of the incidental learning paradigm. Subjects are asked to rate words on "pleasantness" and are then given a surprise free recall task. In Experiment I two lists of words will be used. The "Old List" will contain words very familiar to older adults but relatively unfamiliar to young adults. The "Young List" will contain words quite familiar to younger adults but relatively unfamiliar to older adults. It is expected that young adults will show higher recall on the young list, but lower recall on the old list compared to lder healthy adults. It is further predicted that older adults with symptoms of cardiovascular disease will show a deficit on both lists compared to older healthy adults. In Experiment II the to-be-processed material will contain words that are quite familiar and words that quite unfamiliar to both younger and older adults. This experiment is expected to demonstrate that age-related recall deficits following semantic processing can be eliminated by controlling for cardiovascular health and differential word familiarity. Experiment III uses an intentional learning, multitrial, free-recall task. Subjects will learn one of two lists, either the "Young List" or the "Old List" used in Experiment I. This experiment is expected to demonstrate that differential word familiarity and cardiovascular health may also account for some age-related organizational and recall differences in intentional learning.